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Asset sales generally do not include purchasing the target's cash, and the seller typically retains its long-term debt obligations. Such a sale is characterized as cash-free and debt-free. Normalized net working capital is typically included in an asset purchase agreement.
A stock purchase agreement typically includes the following information: Your business name. The name and mailing address of the entity buying shares in your company's stocks. The par value (essentially the sale price) of the stocks being sold. The number of stocks the buyer is purchasing.
Because of this link, business sale transactions are generally structured on a cash-free, debt-free basis. ?Cash-free, debt-free? means that a company's cash and debt are excluded from what the Buyer is buying, so the Seller keeps them both.
This means that the Seller is entitled to the cash on the balance sheet on the closing date of the transaction, and that the Seller is responsible for debts owed by the company (defined as Indebtedness).
Stock purchase agreements (SPAs) are legally binding contracts between shareholders and companies. Also known as share purchase agreements, these contracts establish all of the terms and conditions related to the sale of a company's stocks.
The money is not a company's assets in most cases, and the seller is allowed to keep the money in the bank. The only time the money would be considered an asset is if the owner put money in a particular bank account to sell the business. Accounts receivable are also not generally considered assets of the business.
The Shareholder's Agreement is generally used to resolve disputes between the corporation and the Shareholder. The Share Purchase Agreement, on the other hand, is a document that justifies the exchange of shares held by the Buyer and Seller.
A stock purchase agreement (SPA) is the contract that two parties, the buyers and the company or shareholders, written consent is required by law when shares of the company are being bought or sold for any dollar amount.